<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WHITE MOUNTAINS INSURANCE GROUP, INC.
(formerly "Fund American Enterprises Holdings, Inc.")
(Exact name of registrant as specified in its charter)
Delaware 94-2708455
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DIRECTORS' RETIREMENT BENEFIT PLAN
(Full title of the plan)
Michael S. Paquette
Senior Vice President and Controller
White Mountains Insurance Group, Inc.
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per share(1) aggregate offering price(1) registration fee
- --------------------------- ---------- --------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 6,000 shares $120.75 $724,500 $201.41
$1.00 par value
</TABLE>
- ----------
(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average high and low sales prices of the Common Stock as
reported on the New York Stock Exchange on October 19, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by White Mountains Insurance
Group, Inc. (formerly "Fund American Enterprises Holdings, Inc.") (the
"Registrant") (Commission file no. 1-8993) pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), hereby are incorporated in this
Registration Statement by reference: (a) the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998 (the "1998 Form 10-K"); (b) the
Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999; (c) the Registrant's Current Reports on Form 8-K dated
March 10, 1999, May 27, 1999, June 1, 1999, June 8, 1999, June 17, 1999 (as
amended by a Current Report on Form 8-K/A (Amendment No. 1) filed August 17,
1999), June 29, 1999, August 5, 1999 and October 18, 1999; and (d) the
Registrant's definitive proxy materials on Schedule 14A filed March 31, 1999 and
September 27, 1999. All documents subsequently filed by Registrant pursuant to
Sections 13(a), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
The authorized capital stock of the Registrant consists of 15,000,000
shares of Common Stock and 1,000,000 shares of Preferred Stock, each par value
$1.00 per share. Pursuant to the Registrant's Amended Certificate of
Incorporation, a vote of at least two-thirds of the entire Board of Directors is
required to authorize the issuance of any shares of Common Stock or Preferred
Stock. Shareholders have no cumulative voting rights.
All outstanding shares of Common Stock participate equally in
distributions when and as declared by the Registrant and upon liquidation. Each
holder of outstanding shares of Common Stock is entitled to one vote per share
of Common Stock held. The shares of Common Stock do not entitle holders thereof
to any preemptive rights, conversion rights, redemption rights or sinking fund.
The Common Stock is listed on the New York Stock Exchange, Inc.
There is currently no Preferred Stock of the Company outstanding. Pursuant
to the Company's Amended Certificate of Incorporation, the Board of Directors is
authorized to establish and designate series of Preferred Stock and to fix the
number of shares and the relative rights, powers, preferences and
qualifications, limitations and restrictions of such respective series. Since
the Board of Directors has the power to establish the preferences and rights of
each series, it may afford the holders of any Preferred Stock preferences,
powers and rights (including voting rights) senior to the rights of the holders
of Common Stock. The Registrant has no
<PAGE>
present intention to issue additional shares of Preferred Stock. It is possible
that a new series of the Preferred Stock could be used to discourage an
unsolicited acquisition proposal if one were made. However, the Registrant may
create and issue a new series of Preferred Stock from the authorized Preferred
Stock should the Registrant conclude that doing so is advisable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law ("GCL") of the State of Delaware provides that
a Delaware corporation, such as the registrant, may indemnify a director or
officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. The GCL also generally permits the advancement of a director's or
officer's expenses, including by means of a mandatory charter or bylaw provision
to that effect, in lieu of requiring the authorization of such advancement by
the Board of Directors in specific cases.
Article XI of Registrant's Amended and Restated By-Laws contains the
indemnification provisions that follow:
ARTICLE XI
Indemnification
54. Indemnification of Directors, Officers, Agents and Employees.
Section 1. Right to Indemnification. The Corporation shall to
the fullest extent permitted by applicable law as then in effect,
indemnify any person (the "Indemnitee") unless otherwise agreed to by
Indemnitee, who was or is involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending or completed investigation, claim,
action, suit or proceeding, whether civil, criminal,
<PAGE>
administrative or investigative (including without limitation, any action,
suit or proceeding by or in the right of the Corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, any employee
benefit plan) against all expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such Proceeding. Such indemnification shall be a
contract right and shall include the right to receive payment in advance
of any expenses incurred by the Indemnitee in connection with such
Proceeding, consistent with the provisions of applicable law as then in
effect.
Section 2. Insurance, Contracts and Funding. The Corporation
may purchase and maintain insurance to protect itself and any Indemnitee
against any expenses, judgments, fines and amounts paid in settlement as
specified in Section 1 of this Article or incurred by any Indemnitee in
connection with any Proceeding referred to in Section 1 of this Article,
to the fullest extent permitted by applicable law as then in effect. The
Corporation may enter into contracts with any director, officer, employee
or agent of the Corporation in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use
other means (including without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect indemnification
as provided in this Article.
Section 3. Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article shall not be exclusive of any
other rights to which those seeking indemnification may otherwise be
entitled, and the provisions of this Article shall inure to the benefit of
the heirs and legal representatives of any person entitled to indemnity
under this Article and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article, whether arising from acts
or omissions occurring before or after such adoption.
Section 4. Advancement of Expenses, Procedures; Presumptions
and Effect of Certain Proceedings; Remedies. In furtherance, but not in
limitation of the foregoing provisions, the following procedures,
presumptions and remedies shall apply with respect to advancement of
expenses and the right to indemnification under this Article:
(a) Advancement of Expenses. All reasonable expenses
incurred by or on behalf of the indemnitee in connection with any
Proceeding shall be advanced to the Indemnitee by the Corporation
within twenty (20) business days after the receipt by the
Corporation of a statement or statements from the Indemnitee
requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence
<PAGE>
the expenses incurred by the Indemnitee and, if required by law or
requested by the Corporation at the time of such advance, shall
include or be accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if it should ultimately be
determined that the Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article.
(b) Procedure for Determination of Entitlement to
Indemnification.
(i) To obtain indemnification under this Article,
an Indemnitee shall submit to the Secretary of the Corporation
a written request, including such documentation and
information as is reasonably available to the Indemnitee and
reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's
entitlement to indemnification shall be made not later than
120 days after receipt by the Corporation of the written
request for indemnification together with the Supporting
Documentation. The Secretary of the Corporation shall,
promptly upon receipt of such a request for indemnification,
advise the Board of Directors or its designee in writing that
the Indemnitee has requested indemnification.
(ii) The Indemnitee's entitlement to
indemnification under this Article shall be determined in one
of the following ways: (A) by a majority vote of the
Disinterested Directors (as hereinafter defined), if they
constitute a quorum of the Board of Directors; (B) by a
written opinion of Independent Counsel (as hereinafter
defined) if (x) a Change of Control (as hereinafter defined)
shall have occurred and the Indemnitee so requests or (y) a
quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, a majority
of such Disinterested Directors so directs; (C) by the
stockholders of the Corporation (but only if a majority of the
Disinterested Directors, if they constitute a quorum of the
Board of Directors, presents the issue of entitlement or
indemnification to the stockholders for their determination);
or (D) as provided in Section 4(c), below.
(iii) In the event the determination of
entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 4(b)(ii), a majority of the
Disinterested Directors shall select the Independent Counsel,
but only an Independent Counsel to which the Indemnitee does
not reasonably object; provided, however, that if a Change of
Control shall have occurred, the Indemnitee shall select such
Independent Counsel, but only an
<PAGE>
Independent Counsel to which the Board of Directors does not
reasonably object.
(c) Presumption and Effect of Certain Proceedings.
Except as otherwise expressly provided in this Article, if a Change
of Control shall have occurred the Indemnitee shall be presumed to
be entitled to indemnification under this Article upon submission of
a request for indemnification together with the Supporting
Documentation in accordance with Section 4(b)(i), thereafter the
Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. In any event, if
the person or persons empowered under Section 4(b) to determine
entitlement to indemnification shall not have been appointed or
shall not have made a determination within one hundred twenty (120)
days after receipt by the Corporation of the request, therefore
together with the Supporting Documentation, the Indemnitee shall be
deemed to be entitled to indemnification and the Indemnitee shall be
entitled to such indemnification unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or
(B) such indemnification is prohibited by law. The termination of
any Proceeding described in Section 1, or of any claim, issue or
matter therein, by judgement, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, adversely affect the right of the Indemnitee to
indemnification or create a presumption that the Indemnitee did not
act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the Corporation or, with
respect to any criminal Proceeding, that the Indemnitee had
reasonable cause to believe that his conduct was unlawful.
(d) Remedies of Indemnitee.
(i) In the event that a determination is made
pursuant to Section 4(b) that the Indemnitee is not entitled
to indemnification under this Article, (A) the Indemnitee
shall be entitled to seek an adjudication of his entitlement
to such indemnification either, at the Indemnitee's sole
option, in (x) an appropriate court of the State of Delaware
or any other court of competent jurisdiction or (y) an
arbitration to be conducted by a single arbitrator pursuant to
the rules of the American Arbitration Association; (B) any
such judicial proceeding or arbitration shall be de novo and
the Indemnitee shall not be prejudiced by reason of such
adverse determination; and (C) if a Change of Control shall
have occurred, in any such judicial proceeding or arbitration
the Corporation shall have the burden of proving that the
Indemnitee is not entitled to indemnification under this
Article.
<PAGE>
(ii) If a determination shall have been made or
deemed to have been made, pursuant to Section 4(b) or (c),
that the Indemnitee is entitled to indemnification, the
Corporation shall be obligated to pay the amounts constituting
such indemnification within fifteen (15) business days after
such determination has been made or deemed to have been made
and shall be conclusively bound by such determination unless
(A) the indemnitee misrepresented or failed to disclose a
material fact in making the request for indemnification or in
the Supporting Documentation or (B) such indemnification is
prohibited by law. (Subparagraph (A) and (B) are each referred
to hereafter as a "Disqualifying Event"). In the event that
(C) advancement of expenses is not timely made pursuant to
Section 4(a) or (D) payment of indemnification is not made
within fifteen (15) business days after a determination of
entitlement to indemnification has been made or deemed to have
been made pursuant to Section 4(b) or (c), the Indemnitee
shall be entitled to seek judicial enforcement of the
Corporation's obligation to pay to the Indemnitee such
advancement of expenses or indemnification. Notwithstanding
the foregoing, the Corporation may bring an action, in an
appropriate court in the State of Delaware or any other court
of competent jurisdiction, contesting the right of the
Indemnitee to receive indemnification hereunder due to the
occurrence of Disqualifying Event; provided, however, that in
any such action the Corporation shall have the burden of
proving the occurrence of such Disqualifying Event.
(iii) The Corporation shall be precluded from
asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 4(d) that the procedures and
presumptions of this Article are not valid, binding and
enforceable and shall stipulate in any such court or before
any such arbitrator that the Corporation is bound by all the
provisions of this Article.
(iv) In the event that the Indemnitee, pursuant to
this Section 4(d), seeks a judicial adjudication of an award
in arbitration to enforce his rights under, or to recover
damages for breach of, this Article, the Indemnitee shall be
entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually
and reasonably incurred by him if the Indemnitee prevails in
such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that
the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the
expenses incurred by the indemnitee in connection with such
judicial adjudication or arbitration shall be prorated
accordingly.
(e) Definitions. For purposes of this Section 4:
<PAGE>
(i) "Change in Control" means a change in control
of the Corporation of a nature that would be required to be
reported in response to Item 5(f) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934 (the "Act"), whether or not the Corporation is then
subject to such reporting requirement; provided that, without
limitation, such change in control shall be deemed to have
occurred if (A) any "person" (as such term is used in Section
13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Corporation representing 30%
or more of the combined voting power of the Corporation's then
outstanding securities without the prior approval of at least
two-thirds (2/3) of the members of the Board of Directors in
office immediately prior to such acquisition; (b) the
Corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or proxy contest, as a
consequence of which members of the Board of Directors in
office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors
thereafter; or (C) during any period of two (2) consecutive
years, individuals who at the beginning of such period
constituted the Board of Directors (including for this purpose
any new director whose election or nomination for election by
the Corporation's stockholders was approved by a vote of at
least a majority of the directors then still in office who
were directors at the beginning of such period) cease for any
reason to constitute at least a majority of the Board of
Directors.
(ii) "Disinterested Director" means a director of
the Corporation who is not or was not a party to the
Proceeding in respect of which indemnification is sought by
the Indemnitee.
(iii) "Independent Counsel" means a law firm or a
member of a law firm that neither presently is, nor in the
past five (5) years has been, retained to represent: (i) the
Corporation or the Indemnitee in any matter material to either
such party or (ii) any other party to the Proceeding giving
rise to a claim for indemnification under this Article.
Notwithstanding the foregoing, the term "Independent Counsel"
shall not include any person who, under the applicable
standards of professional conduct then prevailing under the
law of the State of Delaware, would have a conflict of
interest in representing either the Corporation or the
Indemnitee in an action to determine the Indemnitee's rights
under this Article.
Section 5. Severability. If any provision or provisions of
this Article shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining
<PAGE>
provisions of this Article (including, without limitation, all portions of
any paragraph of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Article (including, without limitation, all portions of any paragraph of
this Article containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
Section 102(b)(7) of the GCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the GCL (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Eleventh of Registrant's Restated Certificate of Incorporation, as
amended, implements the foregoing provision and provides as follows:
Eleventh: (a) To the fullest extent that the General Corporation Law of
the State of Delaware (as it exists on the date hereof [March 11, 1994] or
as it may hereafter be amended) permits the limitation or elimination of
the liability of directors, no director of the Corporation shall be liable
to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director. No amendment to or repeal of this Article
shall apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
(b) In addition to any requirements of law and any other
provisions herein or in the terms of any class or series of capital stock
having preference over the common stock of the Corporation as to dividends
or upon liquidation (and notwithstanding that a lesser percentage may be
specified by law), the affirmative vote of the holders of seventy-five
percent (75%) or more of the voting power of the then outstanding voting
stock of the Corporation, voting together as a single class, shall be
required to amend, alter or repeal any provision of this Article.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the registrant out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are furnished with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(4)(a) Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit
(4)(a) of the Registrant's registration statement on
Form S-8 filed July 9, 1999 (registration no.
333-82563)).*
(4)(b) Amended and Restated By-Laws of Registrant as
amended to date (filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1993 (Commission file
number 1-8993) and incorporated herein by
reference).
(4)(c) Description of Director's Retirement Benefit Plan.*
(4)(d) Form of Director's Retirement Benefit Plan
Termination Amendment.*
(5)(a) Opinion and consent of Miller, Canfield, Paddock and
Stone, P.L.C.*
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5)(a)).
(23)(b) Consent of KPMG LLP.*
(23)(c) Consent of Ernst & Young LLP.*
(23)(d) Consent of PricewaterhouseCoopers LLP.*
(24) Powers of attorney (contained in the signature pages
hereto).*
</TABLE>
- ----------
* Filed herewith.
Item 9. Undertakings.
<PAGE>
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Hanover, State of New Hampshire, on October 19,
1999.
WHITE MOUNTAINS INSURANCE
GROUP, INC.
By /s/
------------------------------------
Name: K. Thomas Kemp
Title: Director, President and
Chief Executive Officer
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Directors Retirement Benefit Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Hanover, State of New Hampshire, on October 19, 1999.
Directors Retirement Benefit Plan
By /s/
------------------------------------
Name: Gordon S. Macklin
Title: Member & Chairman -
Human Resources Committee
And: /s/
-----------------------------------
Name: Patrick M. Byrne
Title: Member - Human Resources
Committee
And: /s/
-----------------------------------
Name: Howard L. Clark, Jr.
Title: Member - Human Resources
Committee
And: /s/
-----------------------------------
Name: Robert P. Cochran
Title: Member - Human Resources
Committee
And: /s/
-----------------------------------
Name: George J. Gillespie, III
Title: Member - Human Resources
Committee
And: /s/
-----------------------------------
Name: Frank A. Olson
Title: Member - Human Resources
Committee
<PAGE>
Directors and Officers of the Registrant. Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities indicated and on the dates indicated
below. By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
John J. Byrne, K. Thomas Kemp, Raymond Barrette and Michael S. Paquette, and
each of them severally, his true and lawful attorney to execute in his name,
place and stead, in his capacity as a director or officer, or both, as the case
may be, of the registrant, any and all amendments to this Registration Statement
including post-effective amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and for all intents and purposes, as each of the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
Signatures Title Date
---------- ----- ----
Principal Executive Officer:
President and Chief
/s/ Executive Officer October 19, 1999
- -------------------------------
K. Thomas Kemp
Principal Financial Officer:
Executive Vice President
/s/ and Chief Financial Officer October 19, 1999
- -------------------------------
Raymond Barrette
Principal Accounting Officer:
Senior Vice President and
/s/ Controller October 19, 1999
- -------------------------------
Michael S. Paquette
<PAGE>
Directors and Officers of the Registrant. Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities indicated and on the dates indicated
below. By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
John J. Byrne, K. Thomas Kemp, Raymond Barrette and Michael S. Paquette, and
each of them severally, his true and lawful attorney to execute in his name,
place and stead, in his capacity as a director or officer, or both, as the case
may be, of the registrant, any and all amendments to this Registration Statement
including post-effective amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and for all intents and purposes, as each of the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
Signatures Title Date
---------- ----- ----
Directors:
/s/ Director October 19, 1999
- --------------------------------------
Terry L. Baxter
/s/ Chairman, Director October 19, 1999
- --------------------------------------
John J. Byrne
/s/ Director October 19, 1999
- --------------------------------------
Patrick M. Byrne
/s/ Director October 19, 1999
- --------------------------------------
Howard L. Clark, Jr.
/s/ Director October 19, 1999
- --------------------------------------
Robert P. Cochran
/s/ Director October 19, 1999
- --------------------------------------
George J. Gillespie III
/s/ Director October 19, 1999
- --------------------------------------
John D. Gillespie
/s/ Director October 19, 1999
- --------------------------------------
K. Thomas Kemp
/s/ Director October 19, 1999
- --------------------------------------
Gordon S. Macklin
<PAGE>
/s/ Director October 19, 1999
- --------------------------------------
Frank A. Olson
/s/ Director October 19, 1999
- --------------------------------------
Arthur Zankel
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(4)(c) Description of Director's Retirement Benefit Plan.*
(4)(d) Form of Director's Retirement Benefit Plan
Termination Amendment.*
(5)(a) Opinion and consent of Miller, Canfield, Paddock and
Stone, P.L.C.*
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5)(a)).
(23)(b) Consent of KPMG LLP.*
(23)(c) Consent of Ernst & Young LLP.*
(23)(d) Consent of PricewaterhouseCoopers LLP.*
(24) Powers of attorney (contained in the signature pages
hereto).*
</TABLE>
- ----------
* Filed herewith.
<PAGE>
Exhibit (4)(c)
Any non-management director who retires from the registrant's Board of
Directors with at least five years of service as a director of the registrant is
entitled to an annual retirement benefit equal to 50% of the amount of the
annual retainer for the year in which the retirement occurs. Eligible directors
are entitled to receive the annual benefit for a period of years equal to the
number of years of service or, if sooner, until death.
<PAGE>
Exhibit (4)(d)
WHITE MOUNTAINS INSURANCE GROUP, INC.
DIRECTOR'S RETIREMENT BENEFIT PLAN
TERMINATION AMENDMENT
BACKGROUND:
Since 1990, White Mountains Insurance Group, Inc. ("Company") has
maintained a Retirement Benefit Plan ("Plan") for members of its Board of
Directors. The Plan provides that any non-management Director who retires from
the Board after having served as a Director for at least five years will be paid
an annual retirement benefit. The benefit amount is 50% of the annual retainer
that he or she was receiving in the year of retirement. The duration of the
benefit is the number of full years of service on the Board, provided that
payments are discontinued upon the death of the retired Director.
The Company has decided to terminate accrual of further benefits under the
Plan and desires to make certain amendments in regard to the payment of Plan
benefits accrued prior to the termination date, as described below. This
Amendment shall take effect as of the business day which immediately precedes
the date on which the Company concludes its re-domestication as a Bermuda
corporation.
AMENDMENTS:
Payment of Benefits upon Plan Termination.
(a) Current Directors. Directors who are serving on the Board on the Plan
termination date will receive a termination benefit determined by the formula R
x Y where -
"R" represents 50% of the annual retainer paid or payable to the Director
for service during the current fiscal year of the Company, and
"Y" represents the Director's total full years of service as a Director,
through the Plan termination date.
The requirement for five years of service shall be waived for Directors in
active service on the Plan termination date. The termination benefit shall be
paid in a lump sum, in cash, as soon as practicable following the Plan
termination date, provided that each Director shall be given an opportunity to
elect to have all or a portion of his/her termination benefit paid in shares of
the Company's common stock, valued at the closing price on the last trading day
prior to the date of payment. Payment of such termination benefit shall be in
full settlement of all claims of a current Director for benefits under the Plan,
and the Company may require the Director to execute a written acknowledgment and
release confirming that he/she has no further claim for benefits under the Plan.
(b) Retired Directors. Each Director who had retired from the Board prior
to the Plan termination date, and had become eligible for benefits under the
Plan, will receive a lump-sum
<PAGE>
cash pre-payment in lieu of the aggregate Plan benefits which would otherwise be
payable to him or her during the 24-month period following the Plan termination
date. The possibility that the death of such Director might occur during such
24-month period shall be disregarded. Plan benefits (if any) which become due to
such retired Director following such 24-month period will be paid by the
Company, in cash from its general assets, in the amount(s) and at the time(s)
otherwise payable under the Plan.
(c) Income and Self-employment Taxes. Each Director or retired Director
who receives payment of benefits under the Plan, as amended, shall be
individually responsible for payment of all income and self-employment taxes
upon such payment(s).
This Termination Amendment was approved by the Company's Human Resources
Committee on August 27, 1999 and ratified by its Board of Directors on September
23, 1999.
ATTEST
/s/
-----------------------------------
Gordon S. Macklin - Chairman of the
Human Resources Committee
<PAGE>
Exhibit (5)(a)
[Miller, Canfield, Paddock and Stone, P.L.C. Letterhead]
October 19, 1999
White Mountains Insurance Group, Inc.
80 South Main Street
Hanover, New Hampshire 03755-2053
Gentlemen:
With respect to the registration statement on Form S-8 (the "Registration
Statement") being filed with the Securities and Exchange Commission (the
"Commission") by White Mountains Insurance Group, Inc. (formerly "Fund American
Enterprises Holdings, Inc."), a Delaware corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended (the "Act"),
6,000 shares of the common stock, $1.00 par value, of the Company (the
"Registered Shares"), to be issued upon the termination of the Company's
Directors' Retirement Benefit Plan (the "Plan") we, as your counsel, have
examined such certificates, instruments, and documents and have reviewed such
questions of law as we have considered necessary or appropriate for the purposes
of this opinion. On the basis of such examination and review, we advise you
that, in our opinion:
1. The Registered Shares have been legally authorized.
2. When the Registration Statement has become effective and any Registered
Shares have been acquired by a Plan participant in accordance with the Plan,
said Registered Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
<PAGE>
Exhibit 23(b)
Consent of Independent Auditors
The Board of Directors
White Mountains Insurance Group, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of White Mountains Insurance Group, Inc. (formerly "Fund American
Enterprises Holdings, Inc."), pertaining to the Directors' Retirement Benefit
Plan, of our report dated February 12, 1999, except for note 20, which is as of
March 25, 1999, relating to the consolidated balance sheets of White Mountains
Insurance Group, Inc. and subsidiaries as of December 31, 1998, and 1997, and
the related consolidated income statements, statements of shareholders' equity,
and cash flows for each of the years in the two-year period ended December 31,
1998, and all related schedules, which report is incuded in the December 31,
1998 annual report on Form 10-K of White Mountains Insurance Group, Inc.
KPMG LLP
Providence, Rhode Island
October 19, 1999
<PAGE>
Exhibit 23(c)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of White Mountains Insurance Group, Inc. (formerly "Fund American
Enterprises Holdings, Inc."), pertaining to the Directors' Retirement Benefit
Plan, of our report dated March 21, 1997, with respect to the consolidated
financial statements and schedule of White Mountains Insurance Group, Inc.,
included in its Annual Report (Form 10-K) for the year ended December 31, 1996
filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
October 19, 1999
<PAGE>
Exhibit 23(d)
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of White Mountains Insurance Group, Inc. (formerly "Fund American
Enterprises Holdings, Inc."), pertaining to the Directors' Retirement Benefit
Plan of our report dated January 26, 1999, except for the restatements and
reclassifications section in Note 2 as to which the date is August 4, 1999 with
respect to the consolidated financial statements of Financial Security Assurance
Holdings, Ltd. and Subsidiaries as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998, our report dated February
2, 1999, except for Note 17 as to which the date is February 24, 1999 with
respect to the consolidated financial statements of Folksamerica Holding
Company, Inc. and its subsidiaries as of and for the year ended December 31,
1998 and our report dated February 14, 1997 with respect to the consolidated
statements of operations, changes in stockholder's equity and cash flows of
Valley Group Inc. and Subsidiaries for the year ended December 31, 1996.
PricewaterhouseCoopers LLP
New York, New York
October 19, 1999
